Terms & Policies

The following terms and conditions govern all use of the divio.com and marketplace.django-cms.org websites and all content, services and products available at or through the websites, including, but not limited to, Premium Upgrade ("Premium Upgrade") formerly Enterprise Services (“Enterprise”), Agency Upgrade (“Agency Upgrade”), Training Services (“Training”), Development Team Services (“Dedicated Team”), Custom Development Services (“Custom Development”), Migration Services (“Migration”), and the Divio Cloud products/services (“Divio Cloud”), (taken together, our Services). The Websites are owned and operated by Divio Group (Divio Holding AB and/or Divio AG and/or Divio Inc. [each, “Divio” or “we”]). Your contractual partner is indicated on the respective website or offer form when you conclude the contract. Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Divio’s) and procedures that may be published from time to time on this Site by Divio (collectively, the “Agreement”). You agree that we may automatically upgrade our Services, and these terms will apply to any upgrades.

Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by Divio, acceptance is expressly limited to these terms.

Our Services are not directed to children younger than 13, and access and use of our Services is only offered to users 13 years of age or older. If you are under 13 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 13 years of age or older.

Use of our Divio Cloud Services or django CMS Marketplace require a Divio account (“account”). You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.

1. Divio Cloud / Marketplace

   • Your Divio Account and Site. If you create a Website, you are responsible for maintaining the security of your account and Website, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Website. You must not describe or assign keywords to your Website in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Divio may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Divio liability. You must immediately notify Divio of any unauthorized uses of your Website, your account or any other breaches of security. Divio will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

   • Responsibility of Contributors. If you operate a Website, comment on a Website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of what forms the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By making Content available, you represent and warrant that:

     • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

     • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

     • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

     • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

     • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

     • the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;

     • your Website is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other web sites or blogs, and similar unsolicited promotional methods;

     • your Website is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Website’s URL or name is not the name of a person other than yourself or company other than your own; and

     • you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Divio or otherwise.
       
       ​By submitting Content to Divio for inclusion on your Website, you grant Divio a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your Website. If you delete Content, Divio will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Divio has the right (though not the obligation) to, in Divio’s sole discretion (i) refuse or remove any content that, in Divio’s reasonable opinion, violates any Divio policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Divio’s sole discretion. Divio will have no obligation to provide a refund of any amounts previously paid.

   • Advertisements. Divio reserves the right to display advertisements on your Website unless you have purchased an Ad-free Service or a Paid Services account.

   • Payment and Renewal.

     • General Terms. Paid services such as hosting subscriptions as well as additional Services such as extra storage, domain purchases or additional features are available on the Website (any such services, a “Paid Services”). By selecting Paid Services you agree to pay Divio the monthly or annual subscription fees indicated for that service (additional payment terms specifically for Paid Services are described below). Payments will be charged on a pre-pay basis on the day you sign up for a Paid Service and will cover the use of that service for a monthly or annual subscription period as indicated. Paid Service fees are not refundable.

     • Automatic Renewal. Unless you notify Divio before the end of the applicable subscription period that you want to cancel a Paid Service, your Paid Service subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Paid Services (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Paid Services can be cancelled at any time on the Divio Control Panel. Certain Paid Services, explicitly mentioned in the Divio Control Panel, have a minimum term of 30 days.

   • Paid Services.

     • Fees. Payment. By signing up for Paid Services you agree to pay Divio the setup fees and monthly subscription fees indicated in exchange for the services listed. Applicable fees will be invoiced starting from the day your Paid Services are established and in advance of using such services. Divio reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Paid Services can be cancelled by you at any time on a 30 days written notice to Divio or by cancelling the Paid Service on the Divio Control Panel. Certain Paid Services, explicitly mentioned in the Divio Control Panel, have a minimum term of 30 days.

     • Support. Some Paid Services include access to priority email or messenger support. “Support” means the ability to make requests for technical support assistance by email or messenger at any time (with reasonable efforts by Divio to respond on best effort) concerning the use of the Paid Services. “Priority” means that support for Paid Services customers takes priority over support for users of the standard, free Divio services. All Paid Services support will be provided in accordance with Divio standard Paid Services practices, procedures and policies.
        

2. Premium Upgrade / Agency Upgrade / Training / Dedicated Team / Custom Development / Migration

   • General. Deviations from the Terms of Service - in particular relating to the validity of client purchasing conditions - require explicit written confirmation of their validity from Divio.

   • Order Placement and Execution. The prices specified in the offers are estimates based on current knowledge and comparable projects. They are neither fixed rates nor binding cost information in the sense of Art. 373 of Swiss Code of Obligations (“OR”). Offers made by Divio are non-binding until Divio confirms them in a written order confirmation or by both parties in an appropriate contract.
     The order is executed in accordance with the information specified in the binding offer or contract. Divio is obliged to execute the order with care and to protect the industrial and business confidentiality of the client. Divio reserves the right to bring in third parties to fulfil the contract if necessary.
     Unless agreed otherwise, Divio will bill his services according to the effective costs. This also applies to the budget listed in the offer, which represents a non-binding approximate price.

   • Prices, Special Services, Additional and Travel Expenses. The offer and order confirmation assume that the order is carried out without any problems. Extraordinary overheads and special services that have not been explicitly offered and agreed, for example training, the expansion of the scope of function, provision of material, etc. are billed at an additional USD 250.00/hr (excl. VAT) or equivalent. Unless specified otherwise, meetings are billed at USD 250.00/hr (excl. VAT) or equivalent per person based on the number of hours. Internal material used is also calculated separately (colour printouts, CDs, data transmission, photos, etc.).
     Courier costs and expenses for travel made in connection with the order and discussed with the client should be reimbursed by the client.
     Expenditure for additional costs, in particular special materials for the creation of models, photos, reproduction costs, setting and printing, translations, etc., are to be reimbursed by the client. Unless specified or discussed otherwise, all content should be provided by the client.

   • Standard Service Times. The standard service times are business days 09:00-18:00 CET/CEST. Services provided after 18.00 are billed with a 25% surcharge. The surcharge is applied if the client explicitly requires the work to be completed outside of standard service times. Overtime quotas must be explicitly approved by the client. Services on public holidays, Saturdays and Sundays are billed with a 50% surcharge.

   • Payment. Unless agreed otherwise, the invoice for the first month has to be pre-paid when the order is placed. Divio is entitled to commence with the order only when the advance payment is paid in full. Unless agreed otherwise, subsequent invoices are sent each month. The invoice must be paid within 10 days. Invoices for Premium Upgrade / Agency Upgrade and Training Services have to be paid full in advance.
     A reduction of the contract fee is only possible in the case of objective breaches of the contract and not for artistic or design-related reasons. In particular, dissatisfaction and aesthetic non-compliance with the service provided by Divio do not exempt the client from the payment liability. If there are indications that the services of Divio do not fully correspond to the requirements and perceptions of the client, the client must inform Divio of this immediately. Until this notification is received, the expenses incurred by Divio are considered to be accepted.

   • Delivery Period. All dates and delivery periods specified by Divio are only approximate without another explicit written agreement and are therefore considered to be non-binding. Even when binding date agreements have been made, if the delivery is delayed, the obligation to provide compensation only exists in the case of intention and gross negligence by Divio. Inevitable or unforeseeable events and, in particular, delays on the part of the client, release Divio from compliance with the agreed dates.

   • Acceptance. After notification of the creation of the order and the invitation to acceptance by Divio, acceptance must be given within one month. Late acceptance entitles Divio to submit an additional invoice. If the client refuses to accept, Divio can grant an additional period of 14 days for mutual acceptance. If this additional period is not used, the order is considered to be accepted.
     In the case of defects identified during acceptance, the client only has a right to improvement or additional delivery within two months. The notice of defects must be brought within 10 days. After this time, the contract is considered to be approved. The improvement of basic defects requires another acceptance.
     The contractor retains the right to send the final invoice if the project delays are not their fault. The contractor also retains this right if the project cannot be placed online for end-users through no fault of their own.

   • Reference and Note. Divio is entitled to cite orders and their results for reference purposes and to include comments and/or links to Divio on the work produced.

3. Responsibility of Website Visitors. Divio has not reviewed, and cannot review, all of the material, including computer software, posted to our Services, and cannot therefore be responsible for that material’s content, use or effects. By operating our Services, Divio does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Divio disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted.

4. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which divio.com or marketplace.django-cms.org links, and that link to divio.com or marketplace.django-cms.org. Divio does not have any control over those non-divio.com or non-marketplace.django-cms.org websites and webpages, and is not responsible for their contents or their use. By linking to a non-divio.com or non-marketplace.django-cms.org website or webpage, Divio does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Divio disclaims any responsibility for any harm resulting from your use of non-divio.com or non-marketplace.django-cms.org websites and webpages.

5. Intellectual Property. This Agreement does not transfer from Divio to you any Divio or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Divio. Divio, their logos, and all other trademarks, service marks, graphics and logos used in connection with divio.com or our Services are trademarks or registered trademarks of Divio or Divio’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Divio or third-party trademarks.

6. Domain Names. If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.

7. Changes. We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Divio may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

8. Termination. For services as specified in section 1, Divio may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account (if you have one), you may simply discontinue using our Services. Notwithstanding the foregoing, if you have a Paid Services account, such account can only be terminated by Divio if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Divio’s notice to you thereof; provided that, Divio can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. Disclaimer of Warranties. Our Services are provided “as is”. Divio and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Divio nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

10. Limitation of Liability. In no event will Divio, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Divio under this Agreement during the twelve (12) month period prior to the cause of action. Divio shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

11. General Representation and Warranty. You represent and warrant that (i) your use of our Services will be in strict accordance with our Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from Switzerland or the country in which you reside) and (ii) your use of our Services will not infringe or misappropriate the intellectual property rights of any third party.

12. Data Processing Agreement. If you are a subscriber to the Service, to the extent that Divio processes any Personal Information (as defined in the DPA) that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Service, the terms of the Data Processing Agreement, which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreeing to these Terms of Service shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.

13. Indemnification. You agree to indemnify and hold harmless Divio, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.

14. Translation. These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control. 

15. Miscellaneous. Any further agreement between you and Divio as well as any amendments, changes or modifications of these Terms of Services shall be in written form. All amendments and changes to these Terms of Services shall be signed by an authorized executive of Divio, or be posted by Divio as applicable. No response of you within thirty (30) days will constitute your tacit acceptance of the modified Terms.
    If any part or provision of this Agreement shall be held to be invalid or unenforceable, the other provisions of this Agreement shall nonetheless remain valid. In this case, the invalid or unenforceable provision shall be replaced (by court order, as the case may be) by a substitute provision that best reflects the intentions of the Parties without being unenforceable, and each Party shall execute all agreements and documents required in this connection. The same shall apply in case of any gap in this Agreement.
    This Agreement shall in all respects be governed by, and construed in accordance with, the substantive laws of Switzerland, to the exclusion of conflict of law principles and the UN Convention on the international sale of goods (CISG). Any dispute arising out of or in connection with this Agreement shall exclusively be referred to the courts competent for the City of Zurich, Switzerland.
    A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Divio may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.